B.V and N.V

Learning Outcomes

• •Understand the legal foundations of Dutch BVs and NVs under Book 2 of the Dutch Civil Code.
• •Explain the key differences between BVs and NVs, including incorporation rules and capital requirements.
• •Identify and differentiate authorized, issued, and paid-up capital, including how share premium works.
• •Recognize when and why entrepreneurs choose a BV structure, considering liability and tax benefits.
• •Understand director and shareholder liabilities, including risks from unlawful distributions and tax debts.
• •Describe when supervisory boards are required, including structure-regime companies and WTZA healthcare rules.
• •Assess compliance requirements for capital contributions, including source-of-funds checks and AML considerations.